Oregon Community Solar Program Contract
and Disclosure Checklist

The first few pages of this Contract document are referred to as a Disclosure Checklist. This Disclosure Checklist describes key information about your Subscription in a community solar project. The checklist lists key Contract terms that Project Managers are required to disclose to you. You can use the checkboxes to indicate you have reviewed each term, and you or your Project Manager can note on which pages an item is addressed.

Read this Disclosure Checklist and the rest of this Contract carefully so that you fully understand the costs, benefits, and risks of participation. For information about the Oregon Community Solar Program, including customer eligibility criteria, low-income participation resources and the Project Manager Code of Conduct, visit the Oregon Community Solar Program website at oregoncsp.org.

If you have questions or complaints related to your community solar contracting experience, you should work with your Project Manager to resolve your concerns. If you are unable to resolve a problem with your Project Manager, you may contact the Oregon Community Solar Program Administrator by emailing info@oregoncsp.org or by calling 1-800-481-0510.

CHECKLIST OF CONTRACT TERMS

This is a checklist of key Contract terms that your Project Manager is required to disclose to you. You or your Project Manager can note on which pages and sections a term is addressed and you can use the checkboxes to track that you have reviewed each item. Checking off items on this checklist is recommended but not required.

By clicking ‘Join Community Farm’ during the online application process, you acknowledged you have received and reviewed this Disclosure Checklist and the person signing has full authority to enter into this Contract on behalf of all named PGE account holders for the Account Number you entered and identified in your application.

Oregon Community Solar Program
Subscription Contract

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This Oregon Community Solar Program Subscription Contract (this “Contract”) is entered into on the date you submit your application (the “Effective Date”) by You and Neighborhood Power OR, LLC. You are a customer of Portland General Electric (“PGE”) eligible to participate in the Oregon Community Solar Program (the “Program”) in the way provided in this Contract. Project Manager is a Limited Liability Company. Together you and the Project Manager may be referred to as the Parties.

TERMS

1. Incorporation of Disclosure Checklist

1.1 The Disclosure Checklist immediately preceding this Contract contains important information, particular to you, about your participation as a Participant in the Oregon Community Solar Program. The Disclosure Checklist is part of this Contract.

2. Costs, Risks, and Benefits of Participation in the Oregon Community Solar Program

2.1 Subject to variability due to factors outside the control of Project Manager, generation of the Project is estimated to be in accordance with Table 2.1 below:

Table 2.1

2.2 On-Bill Credits and Fees

2.3 Bill Credit: The Bill Credit is the amount in dollars that you will receive from PGE for the electricity generated by your Subscription. The Bill Credit Rate is the value used to calculate your Bill Credits. Bill Credit Rates are set by the Oregon Public Utility Commission. Bill Credits are applied monthly to your PGE bill, for the prior month of production from your Subscription.

2.4 Program Fee: **The Program Fee includes both a Program Administration Fee and a Utility Administration Fee and may be updated on an annual basis by the Oregon Public Utility Commission. Table 2.1 above is based upon current fee levels. The Program Fee is deducted monthly on your PGE bill, from your accumulated Bill Credits. The Program Fee supports the costs of administering the Community Solar Program. The Program Fee is calculated as $0.96 cents times the rated size in kilowatts AC (kW-AC) of your Subscription.

2.5 Subscription Fee: The Subscription Fee is the amount you pay per kilowatt hour (kWh-AC) for the solar electricity produced for your Subscription in the Community Solar Project. The Subscription Fee is set by the Project Manager. The Subscription Fee supports the cost of designing, constructing, operating, maintaining and repairing the Community Solar Project over the Term of this Contract. Subscription Fees are paid monthly on your PGE bill, for the prior month of production from your Subscription.

2.6 Off-Bill Fees

2.7 Off-Bill means the fees are not collected or reported on your monthly PGE utility bill. A separate invoice or bill will be mailed to you by the Project Manager.

2.8 Subscription Transfer Fee:  If you move or relocate within your utility service area, you may transfer your Subscription to your new PGE account, or to another Eligible Customer, and may incur a Transfer Fee—see Sections 4 and 5. The Transfer Fee covers the administrative costs to transfer your Subscription from one account to another with the Project Manager, Program Administrator, and your utility.

2.9 Security Deposit: A Security Deposit is collected immediately after the Effective Date. The Security Deposit ensures the Project Manager can recover any applicable Subscription Fees in the event you default or breach this Contract. For Commercial Participants, the Project Manager will waive this Security Deposit upon receipt of three (3) years of audited financial statements, or receipt of three (3) years of financial statements approved by Project Manager. For Residential Participants, you must provide a recent credit report indicating a FICA score of 650 or higher. Upon request, annually, you will need to supply Project Manager with updated financial statements or FICA credit information.    

2.10 Early Termination Fee: If you cancel this Contract early (before the Termination Date), you will be assessed an Early Termination Fee. The Early Termination Fee covers the administrative costs to deactivate your Subscription with the Project Manager, Program Administrator, and your utility.

2.11 Late Payment Fee: If you are more than thirty (30) days late with your payment, you will be assessed a Late Payment Fee. The Late Payment Fee covers the administrative and capital carrying costs of the balance of any unpaid Subscription Fees.

2.12 Any unpaid fees more than ninety (90) days past due, may be sent to collections.

2.13 Donation of Excess Generation: If your Subscription produces excess generation over the course of an annual billing cycle (reconciled annually in April), the excess generation will be donated to the low-income programs of your utility. If you previously received bill credits for excess generation, the oversubscription balance will be recovered as an added charge at the end of the annual billing cycle.

3. Length of Contract

3.1 The term (“Term”) of this Contract shall commence on the Effective Date and shall terminate on the date which is twenty (20) years thereafter (the “Termination Date”).

3.2 Renewals: If neither party provides a written notice of termination to the other party, this Contract will automatically renew annually, for an addition twelve (12) months, on the anniversary of its Effective Date, until either you or the Project Manager terminate this Contract. This auto-renewal is subject to the continuation of the Program and its’ terms and conditions, substantially as they existed on the Effective Date.

3.3 If this Contract is not renewed or extended, any remaining bill credit balance on your PGE account at the end of the Contract term will remain attached to your PGE account and be credited towards subsequent monthly bills or donated at the end of an annual billing cycle as normal.

4. What Happens If You Move

4.1 If at any time you move or relocate outside the PGE utility service area that is eligible to subscribe to this Project and have to terminate this Contract, you must notify the Project Manager in writing at least sixty (60) days prior, and pay the Early Termination Fee indicated in the Disclosure Checklist on the first page of this Contract.

4.2 If you relocate within the PGE utility service territory and your Subscription size remains the same for your new PGE account, then you may maintain your Subscription and no fees apply. You will need to notify the Project Manager in writing at least sixty (60) days prior to your move, and provide your new PGE account and site address.

4.3 If you relocate within the PGE utility service territory and your Subscription size requires an increase or decrease for your new PGE account, you must pay the Subscription Re-Sizing Fee indicated in the Disclosure Checklist on the first page of this Contract and notify the Project Manager in writing at least sixty (60) days prior to your move, and provide your new PGE account and site address.

5. How to Transfer Your Subscription to Another Utility Customer

5.1 You may transfer your Subscription to an eligible PGE customer that meets all terms, conditions, and requirements of this Contract (an “Eligible Customer”). You may initiate a transfer of your Subscription by providing written notice to Project Manager specifying your name, address and PGE account, along with the Eligible Customer’s name, address and PGE account. You must pay the Subscription Transfer Fee as indicated in the Disclosure Checklist on the first page this Contract. Upon receipt of your transfer notice, Project Manager will send you a Community Solar Subscription Transfer and Assignment Agreement to sign.

6. Instructions and Fees for Ending this Contract

6.1 You may terminate this Contract without penalty, any time before or after the Termination Date, if you provide Project Manager ninety (90) days prior written notice. Upon giving notice, you may terminate at the earlier of (i) Project Manager finding a replacement subscriber; or (ii) ninety (90) days after giving notice.

6.2 Either you or the Project Manager may terminate this Contract if the other party breaches a material obligation under this Contract and fails to cure the breach within thirty (30) days of being notified by the non-breaching party.

6.3 You will forfeit any bill credit balance tied to your PGE account if this Contract is terminated early.

7. Non-Payment and Utility Disconnection

7.1 If you do not pay your bill, your unpaid on-bill Subscription fees will be reflected on your next monthly bill. Non-payment is considered a breach of this Contract that may result in termination as described in Section 6.

7.2 If your electricity service is temporarily disconnected, due to non-payment or any other reason, your Subscription fees and bill credits will accrue during the time you are disconnected. When your utility service resumes, your next bill will include both your Subscription fees and bill credits, reflecting the solar generation that occurred while you were disconnected.

7.3 Non-payment of your PGE bill due to disconnection is considered a breach of contract, and your Project Manager may terminate this Contract according to the process outlined in Section 6. If your PGE account is closed, rather than disconnected, your Project Manager may terminate this Contract immediately.

8. Instructions and Fees for Changing the Size of Your Subscription

8.1 You may request a change in the size (whether an increase or decrease) of your Subscription by notifying Project Manager of your desire to do so. Upon providing such notice to Project Manager, Project Manager shall have thirty (30) days to respond, notifying you that the requested size of your Subscription may be permitted or not. In the event you request an increase in your Subscription size and no additional capacity is available due to the size of the Project, then you may be placed on a waitlist until Subscription capacity becomes available.

8.2 When you obtain a change in the size of your Subscription (whether an increase or decrease), you must pay the Subscription Re-Sizing Fee indicated in the Disclosure Checklist on page 1 of this Contract.

8.3 The Project Manager may alter the Community Solar Project you are subscribed to and adjust your Subscription Size to maximize your savings. You will be notified if this occurs.

9. Renewable Energy Credits

9.1 Renewable energy reduces greenhouse gas emissions by displacing emitting generation on the electricity grid.  Renewable Energy Certificates (“RECs”) represent the property rights to these greenhouse gas emission reduction attributes, plus all other non-power benefits associated with the generation of renewable energy.

9.2 Only the owner of RECs can claim the environmental attributes of the associated megawatt-hours of renewable energy. A party must own and retire the RECs to make claims about using renewable electricity, or to produce renewable clean fuel credits, such as low-carbon fuel standard credits.

9.3 You own the RECs and the environmental, economic, and social benefits associated with kilowatt or megawatt hours (kWh or MWh) of electricity generated by your Subscription. You may not sell or transfer these RECs, except as part of the transfer or reassignment of your Subscription to another Eligible Customer.

10. Impacts on Customers Electing Equal Utility Bill Payments

10.1 Adding a Community Solar subscription to a utility account that also has an equal payment plan will cause the amount on a customer’s bill to be different each month. Utilities are unable to provide customers with an equal payment amount for electric service with the Oregon Community Solar Program because bill credits, subscription fees, and program fees vary monthly. For customers with an equal payment plan that also participate in the Oregon Community Solar Program, total monthly bill amounts will increase or decrease based on the amount of solar power generated by month.

11. Data Privacy and Security

11.1 Project Manager will be responsible for establishing and maintaining an information security program that is designed to: (i) ensure the security and confidentiality of Participant data; (ii) protect against threats or hazards to the security or integrity of the Participant data; and (iii) protect against unauthorized access to or use of Participant data; (iv) ensure the proper disposal of Participant data.

12. The Responsibilities of the Program Administrator, PGE and the Oregon Public Utility Commission

• Program Administrator: The Oregon Community Solar Program Administrator, a company called Energy Solutions, and its subcontractors are responsible for implementation and management of the day-to-day operation of the Oregon Community Solar Program, including reviewing projects, calculating bill credits and coordinating monthly bill crediting with utilities, facilitating the billing and collection of your Subscription fees through the utility bill, monitoring Project Managers’ compliance with Program requirements and the Code of Conduct and supporting the resolution of complaints related to the Oregon Community Solar Program.
• PGE: With consent from you, PGE is responsible for providing your electricity account information for the purpose of verifying your Subscription eligibility, applying bill credits owed to you, collecting and remitting your Subscription fees owed by you to the Program Administrator (for distribution to the Project Manager) and collecting fees to fund Program Administration.
• Oregon Public Utility Commission: The Oregon Public Utility Commission is responsible for overseeing and reporting on the performance of the Oregon Community Solar Program, pre-certifying and certifying projects, resolving escalated complaints, conducting periodic audit and evaluation of the Program, and anything else determined by the Commission.

13. Notifications about Project Status and Performance

13.1 If a Project is not operational at the time you enter into this Contract on the Effective Date, the Project Manager will: a) provide the estimated commercial operation date of the Oregon Community Solar Project, b) indicate the frequency and method by which they will notify you about the status of the Project, and c) explain your options if the commercial operation date is delayed by more than a year, including remedies and refunds that may apply under this circumstance. If a Project is not operational at the Effective Date, you will not receive Bill Credits until after the Project is operational.

13.2 If the estimated commercial operation date changes, Project Manager will notify you of the revised date as part of the recurring updates. Project Manager will provide you with a status update about the Project a minimum of every three months until the Project becomes operational. Status updates will be provided in your preferred form of communication (phone, email, mail or text).

13.3 Project Manager will give you advance notice if the Project will be offline for a planned outage for more than three days and will include an estimated date by which the Project will resume operation. If there is an unplanned outage of more than three days, Project Manager will notify you promptly and include an estimated date by which the Project will resume operation. Notice will be provided in the form agreed upon by you (phone, email, etc.).

13.4 Project Manager will take all commercially reasonable steps necessary to construct, interconnect, maintain and repair the Project and associated equipment to ensure the Project produces electricity substantially as intended for the term of this Contract.

13.5 Project Manager will assume all responsibility, liability and costs for the ongoing operations, maintenance, or repair of the Project. No extra fees for repair or maintenance will be passed on to you, the Participant.

13.6 If the Project is terminated for any reason, before or after achieving commercial operation, Project Manager will notify you by mail within two weeks of the decision to terminate. The notice will describe your options, rights and remedies under this Contract, including the refundability of any up-front payments (if applicable).

13.7 No Guarantee: Due to the variability of weather, irradiation (sunlight), availability of labor, unforeseen Force Majeure events, changing codes and laws, and mechanical and electrical performance of the equipment within the Project, Project Manager does not guarantee any specific level of Project performance; however, Project Manager will take all commercially reasonable steps to maintain, operate, and repair the Project, as necessary, to ensure the Project produces electricity substantially as intended for the term of this Contract.

14. Dispute Resolution

14.1 If you have questions, require information or wish to make a complaint, contact the Project Manager by calling 1-866-871-5423, emailing communitysolar@neighborhoodpower.com, writing to One World Trade Center, 121 SW Salmon Street Ste. 1100, Portland, Oregon 97204, or initiating contact via www.neighborhoodpower.com.

14.2 If you have inquiries or complaints the Project Manager is unable to resolve, you may contact the Program Administrator by calling 1-800-481-0510 (Mon through Fri, 8:00am to 5:00pm) or emailing info@oregoncsp.org.

14.3 Project Manager shall address any disputes made by you within thirty (30) days of receipt. If Project Manager contests any elements of any dispute, then you shall have the right to file suit in a bench trial in Marion County, OR. If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Contract, the prevailing party or parties shall be entitled to recover attorney’s fees and all other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled to the extent permitted by Oregon state courts and federal courts.

15. The Project Manager May Sell this Contract

15.1 You are advised the Project Manager may assign, sell, or otherwise transfer this Contract to another entity, and that other entity will be bound by the terms of this Contract as if it were the Project Manager. If this Contract is assigned, sold or transferred, the Project Manager will notify you in advance of the change.

16. Three-Day Right to Cancel

16.1 You have the right to cancel this Contract and receive a refund of any deposits or payments, if you make the request within three business days (Monday through Friday, excluding federal holidays) of signing this Contract.

17. Consent to Access and Use Your Name and Energy Information

17.1 You authorize Project Manager to use your PGE account name on its website and advertising materials solely for the purposes of listing community farm supporters and promoting community solar farms. You authorize PGE to provide utility usage and billing information to the Project Manager and Program Administrator for the PGE electric account specified by you, for the Term of this Contract. This information may include your account name, PGE electricity account and meter number, utility rate schedule, electricity use and billing information. This information will be used by the Program Administrator and Project Manager to verify your eligibility for the Program and to perform monthly billing and crediting of your Subscription.

18. Subscription Information Release

18.1 You agree the Program Administrator may report non-identifiable information, in aggregate, about you and your Subscription to the Oregon Public Utility Commission, the Oregon legislature or other state agencies as necessary to meet the Program Administrator responsibilities. The Program Administrator and Project Manager will treat all other Participant information gathered as confidential.

19. Miscellaneous

19.1 Force Majeure: Except as specifically provided in this Contract, if by reason of Force Majeure, Project Manager is unable to carry out, either in whole or in part, any of its obligations described in this Contract, Project Manager shall not be deemed to be in default during the continuation of such inability, provided that, within a reasonable time after the occurrence of the Force Majeure event, Project Manager gives you notice describing the particulars of the occurrence and the anticipated period of delay, and uses reasonable efforts to remedy the cause(s) preventing it from carrying out its obligations. “Force Majeure” as used in this Contract means any event or circumstances beyond the reasonable control of Project Manager not resulting from Project Manager’s negligence, that prevent the Project from operating and generating electricity as expected or otherwise restrict the Project Manager or Participant from fulfilling its obligation under this Contract.

19.2 Waiver: Any delay or failure of a Party to enforce any of the provisions of this Contract, or to require performance by the other Party of any of the provisions of this Contract, shall not be construed to, a) be a waiver of such provisions or a Party’s right to enforce that provision; or, b) affect the validity of this Contract.

19.3 Severability: If any portion of this Contract is determined to be invalid or unenforceable in any respect under applicable law, the remainder of this Contract shall not be affected thereby, and each term, covenant, or condition of this Contract will be valid and enforceable to the fullest extent permitted by applicable law, unless such invalidity or unenforceability frustrates or negates an essential purpose of this Contract.

19.4 Notices: All notices, requests, demands and other communications under this Contract shall be in writing and shall be deemed delivered, a) upon receipt, when delivered personally; b) upon receipt, when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or, c) on the second day after mailing if mailed to the parties to whom notice is to be given, by first class mail, postage prepaid, and properly addressed to you or the Project Manager address noted in the Disclosure Agreement on page 1 of this Contract. Any Party may change the address for purposes of this Section by giving the other written notice of the new address in the manner set forth herein.

19.5. Entire Contract: This Contract and all documents referenced herein contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all other understandings or agreements between the Parties relating to the subject matter hereof.

19.6 Amendments: This Contract may not be amended except under the following circumstances: prior to the end of the term, Project Manager may amend this Contract to comply with applicable law, or for the commercial viability of the Project, without your prior written consent, provided, that any such amendment shall not alter your Subscription fee, the Contract length, termination provisions, billing mechanics, your transfer options, nor eliminate any dispute mechanism, or any key default provision.

19.7 Binding Effect: This Contract is binding upon the Parties and their successors and permitted assigns.

19.8 Governing Law: This Contract is made in the state of Oregon and will be governed by Oregon law, without regard to principles of conflicts of law, together with any applicable federal law.

19.9 Counterparts: This Contract may be executed and delivered in identical counterparts by exchange of electronic copies showing the signatures of the Parties, which shall constitute originally signed copies of the same Contract requiring no further execution. Each counterpart, when assembled, will be a complete original and fully effective instrument. Any acceptance of this Contract by affirmation through a DocuSign Electronic Signature, or similar system, shall be deemed a binding acceptance of this Contract and shall be valid as a signature.

19.10 Headings: The section headings contained in this Contract are for reference purposes only and shall not affect the meaning or interpretation of this Contract.

SIGNATURES

By clicking ‘Join Community Farm,’ you agree to the terms and conditions contained in this Contract and the individual signing attests they have full authority to enter into this agreement on behalf of all named account holders for the PGE Account Number you entered and identified in your application.